Exhibit 4.1
TAX-EFFICIENT SAVINGS
PLAN
FOR HOURLY
EMPLOYEES
FORD MOTOR COMPANY
TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY
EMPLOYEES
This Plan has
been established by the Company to enable employees to save and
invest in a systematic manner and to provide them with an
opportunity to become stockholders of the Company.
The Plan is
intended to constitute a plan described in Section 404(c) of the
Employee Retirement Income Security Act, and Title 29 of the Code
of Federal regulations Section 2550.404c-1. The fiduciaries of the
Plan may be relieved of the liability for any losses which are the
direct and necessary result of investment instructions given by a
participant or beneficiary.
I.
Definitions
As hereinafter
used:
1.
“Account” shall mean, as appropriate, any one of a
Member’s Tax-Efficient Savings Account, After-Tax Savings
Account, Catch-Up Contributions, rollover contributions or any
combination of such accounts and contributions.
2.
“After-Tax Savings Contributions” shall mean amounts
contributed by an Employee to the Plan from the Employee’s
Wages, as provided in Paragraph IV hereof.
3.
“After-Tax Savings Account” shall mean an Account of a
Member under the Plan to which are credited After-Tax Contributions
made by such Employee and Earnings thereon.
4.
‘‘Bond Index Fund’’ shall mean that portion
of the trust fund under the Plan consisting of investments made by
the Trustee in accordance with Subparagraph 3 of Paragraph XIII
hereof.
5.
‘‘Bond Index Fund Units’’ shall mean the
measure of a member’s interest in the Bond Fund as described
in Subparagraph 3 of Paragraph XIII hereof.
6. “Cash
value of assets” shall mean the value of the assets,
expressed in dollars, in a member’s account under any
investment election under the Plan or the total thereof, as the
case may be, at the close of business on the date such cash value
is to be determined.
7.
‘‘Catch-Up Contributions’’ shall mean
amounts contributed by an Employee to the Plan from the
Employee’s paycheck as provided in Subparagraph 2 of
Paragraph IV hereof.
8.
‘‘Code’’ shall mean the Internal Revenue
Code of 1986, as amended.
9.
‘‘Collective Bargaining Agreement’’ shall
mean the Collective Bargaining Agreement dated November 3, 2007
between the Company and the International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America,
UAW.
10.
‘‘Committee’’ shall mean the Committee
created by the Company pursuant to the provisions of Paragraph XX
hereof.
11.
‘‘Common Stock Index Fund’’ shall mean that
portion of the trust fund under the Plan consisting of investments
made by the Trustee in accordance with Subparagraph 2 of Paragraph
XIII hereof.
12.
‘‘Common Stock Index Fund Units’’ shall
mean the measure of a member’s interest in the Common Stock
Index Fund as described in Subparagraph 2 of Paragraph XIII
hereof.
13.
‘‘Company’’ shall mean Ford Motor
Company.
14.
‘‘Company stock’’ shall mean Common Stock
of the Company.
15.
‘‘Composite Quotation Listing’’ shall mean
a composite listing of market prices of securities supplied by a
reputable financial statistical service selected by the Trustee,
which listing includes the prices at which securities are traded on
national securities exchanges located in the United
States.
16.
‘‘Current market value’’ shall mean, with
reference to Company stock, the closing market price on the New
York Stock Exchange on the day in question or, if no sales were
made on that date, at the closing market price on the next
preceding day on which sales were made.
17.
‘‘Earnings’’, with reference to
Tax-Efficient Savings Contributions, After-Tax Savings
Contributions, Catch-Up Contributions and any rollover
contributions shall mean earnings resulting from the investment and
any reinvestment of such contributions and any increment thereof
and shall include interest, dividends and other distributions on
such investments.
18.
‘‘Employee’’ shall mean each person who is
employed at an hourly rate by a Participating Company and is
enrolled on the active employment rolls of such Participating
Company maintained in the United States.
19.
‘‘ERISA’’ shall mean the Employee
Retirement Income Security Act of 1974, as amended.
Exhibit 4.1
20. “Ford
Stock Fund” shall mean that portion of the trust fund under
the Plan consisting of investments made by the Trustee in
accordance with Subparagraph 1 of Paragraph XIII hereof.
21. “Ford
Stock Fund Units” shall mean the measure of a member’s
interest in the Ford Stock Fund as described in Subparagraph 1 of
Paragraph XIII hereof.
22.
‘‘Interest Income Fund’’ shall mean that
portion of the trust fund under the Plan consisting of investments
made by the Trustee in accordance with Subparagraph 4 of Paragraph
XIII hereof.
23.
‘‘Interest Income Fund Manager’’ shall mean
one or more persons or companies, corporations, or other
organizations appointed by the Company to manage the assets of the
Interest Income Fund. The Trustee may be designated an Interest
Income Fund Manager by the Company.
24. "Investment
Process Committee". shall mean the committee created by the Company
pursuant to the provisions of Article XX of the Plan.
25. Investment
Process Oversight Committee. shall mean the committee created by
the Company pursuant to the provisions of Article XX of the
Plan.
26.
‘‘Member’’ shall mean and include (a) an
employee who shall have elected to participate in the Plan and, in
the case of an employee of a Participating Company, shall have
filed a Tax-Efficient Savings agreement then outstanding under the
Plan, and (b) a person who has assets under the Plan.
27.
‘‘Participating Company’’ shall mean and
include the Company, AAI Employee Services Company, LLC, and each
Subsidiary of the Company that shall have elected to participate in
the Plan with the consent of the Company. ‘‘Subsidiary
of the Company’’ shall mean a domestic corporation not
less than a majority of the voting stock of which is owned directly
or indirectly by the Company.
28.
‘‘Performance Bonus Payments’’ shall mean
payments to Members pursuant to Article IX, Section 2 (b)(1) of the
Collective Bargaining Agreement.
29. Plan
Administrator. shall mean the Company, or such other person or
committee of persons designated by the Company to administer the
Plan on behalf of the Company, including a person or entity
unrelated to the Company, hereinafter referred to as the third
party plan administrator.
30.
‘‘Plan Year’’ shall mean, prior to the Plan
Year beginning in December 1999, a twelve-month period starting on
the first day of the first pay period beginning in a calendar year
and ending on the last day of the last pay period beginning in such
calendar year. Notwithstanding the foregoing, the 1999 Plan Year
shall end on December 30, 1999. Thereafter, the Plan Year shall be
a twelve-month period beginning December 31 and ending the
following December 30. For the Plan Year beginning December 31,
2004, the Plan Year shall be a one-day period ending on December
31, 2004. Thereafter, the Plan Year shall be a calendar year
beginning January 1 and ending the following December
31.
31.
‘‘Profit sharing distributions’’ shall mean
amounts distributed to hourly employees under profit sharing plans
of a Participating Company.
32.
‘‘Subsidiary’’ or
‘‘Affiliate’’ shall mean (a) all
corporations that are members of a controlled group of corporations
within the meaning of Section 1563(a) of the Internal Revenue Code
(determined without regard to Section 1563(a)(4) and Section
1563(e)(3)(c) of the Internal Revenue Code) and of which the
Company is then a member and (b) all trades or businesses, whether
or not incorporated, that, under the regulations prescribed by the
Secretary of the Treasury pursuant to Section 414(c) of the
Internal Revenue Code, are then under common control with the
Company.
33.
‘‘Tax-Efficient Savings account’’ shall
mean an account of a member under the Plan to which are credited
Tax-Efficient Savings Contributions on behalf of such employee and
earnings thereon.
34.
‘‘Tax-Efficient Savings election’’ shall
mean an agreement between an employee and the Participating Company
to have the employee’s wages or profit sharing distributions
reduced by an amount specified by the employee and to have an
amount equal to such reduction contributed by the Participating
Company to the Plan on behalf of the employee, pursuant to Section
401(k) of the Internal Revenue Code and Paragraph IV
hereof.
35.
‘‘Tax-Efficient Savings Contributions’’
shall mean amounts contributed by the Company to the Plan on behalf
of an employee, pursuant to a Tax-Efficient Savings agreement, as
provided in Paragraph IV hereof.
36.
‘‘Trustee’’ shall mean the trustee or
trustees appointed by the Company pursuant to the provisions of
Paragraph XVI hereof.
37.
‘‘Wages’’ shall mean the regular base pay
for straight time hours, including holiday pay and vacation pay
(including the related excused absence allowance), and incentive
pay, bereavement pay, jury duty pay, and short-term military duty
pay, and the straight time portion of any overtime hours paid, up
to a total of 40 hours in a week for all such payments, cost of
living allowance applicable to the foregoing, and Performance Bonus
Payments to which an employee of a Participating Company is
entitled prior to giving effect to any Tax-Efficient Savings
election. Performance Bonus payments shall qualify as wages
irrespective of the 40 hour maximum. Wages shall also include
contributions made on behalf of the Member that are not includible
in the gross income of the Member by reason of the application of
Code Sections 125, 132(f), 129, or 402(e)(3).
Exhibit 4.1
‘‘Wages’’ shall not
include any other category of compensation (e.g., overtime premium
pay, Saturday and Sunday premium pay, cost-of-living allowance not
applicable to the foregoing, call-in pay, shift premium pay,
seven-day premium pay, holiday premium pay, grievance awards,
moving allowances, supplemental unemployment benefit payments under
the Company’s Supplemental Unemployment Benefit Plan
(including automatic short-week benefit payments), suggestion
awards, tool allowances, apprentice training incentives, the cost
to the Participating Company of providing Group Life Insurance and
Survivor Income Benefit coverages in excess of $50,000 (or any
other imputed income as may be designated by law), pension or
retirement plan payments, any Christmas bonus, or any other special
remuneration).
In addition,
effective January 1, 1995, wages for purposes of determining the
amount of contributions that may be made to the Plan by employees
whose regularly scheduled hours are less than 40 hours as a result
of the establishment of a three-shift operation at the discretion
of the Company shall be determined by
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multiplying the
excess of 40 hours over the regularly scheduled hours by a rate
equal to the sum of the regular straight-time rate and the
applicable cost-of-living allowance and
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adding thereto
straight-time pay and applicable cost-of-living allowance for hours
worked, up to a total of 40 hours in a week for all such
payments.
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For years
beginning after December 31, 1988, the annual compensation of each
employee taken into account for determining all benefits provided
under the Plan for any determination period shall not exceed the
amount specified in Section 401(a)(17) of the Internal Revenue
Code.
II.
Eligibility
Except as
hereinafter provided, each employee of a Participating Company
shall be eligible for membership in the Plan and to make After-Tax
Savings Contributions and to have Tax-Efficient Savings
Contributions made to the Plan three months after such
employee’s initial date of hire (eligibility
date).
The Company may
in its discretion determine, in the event of the acquisition by a
Participating Company (by purchase, merger or otherwise) of all or
part of the assets of another corporation, that the service of a
person as an employee of such other corporation shall be included
in ascertaining whether he or she has had such service as required
above for eligibility, provided that he or she shall have become an
employee of a Participating Company in connection with such
acquisition.
Leased
employees are not considered employees and are therefore excluded
from eligibility for membership in the Plan. The term
‘‘leased employee’’ includes any person
(other than an employee of the Company) who pursuant to an
agreement between the Company and any other person
(‘‘leasing organization’’) has performed
services for the Company (or for the Company and related persons
determined in accordance with Section 414(n)(6) of the Internal
Revenue Code) on a substantially full time basis for a period of at
least one year, and such services are performed under primary
direction or control by the Company. For purposes of this
subparagraph, the term Company shall include the Company and its
subsidiaries.
III.
Membership
Membership of
any employee in the Plan shall be entirely voluntary except as
otherwise provided in Paragraph XXVI hereof.
An eligible
employee may elect membership in the Plan as of any pay period
commencing after such employee’s eligibility date or as of
the date of any profit sharing distribution by delivering a notice
of election to participate and a Tax-Efficient Savings election in
accordance with Paragraph IV hereunder.
Exhibit 4.1
A newly-hired
employee of a Participating Company may elect membership in the
Plan prior to the date on which such employee would otherwise
become eligible for membership in the Plan for the limited purpose
of making a rollover contribution to the Plan as hereinafter
provided.
IV.
Contributions
1.
Tax-Efficient Savings Contributions
Each eligible
employee, by making a Tax-Efficient Savings election in such form
and in such manner and at such time as the Committee may prescribe,
may elect to have contributed to the Plan on his or her
behalf
(a) for each
pay period, a Tax-Efficient Savings Contribution in such amount as
he or she may authorize at a rate of not less than one percent nor
more than twenty (20) percent for the period following the first
pay period after January 1, 1997 through the first pay period after
January 1, 1998, twenty-five (25) percent through March 31, 2002,
forty (40) percent from April 1, 2002 through the end of the pay
period including March 31, 2004, and fifty (50) percent following
the first pay period after April 1, 2004 and thereafter in
increments of one percent, of his or her wages for such pay period,
such amounts to be rounded down to the nearest cent, and
(b) for each
profit sharing distribution, a Tax-Efficient Savings Contribution
in such amount as he or she may authorize at a rate of not less
than one percent nor more than 100 percent, in increments of one
percent, of such profit sharing distribution.
Subject to the
foregoing provisions of this paragraph IV, the rate of
Tax-Efficient Savings Contributions with respect to wages
authorized by the employee may be decreased, increased or stopped
by him or her by delivering notice of such change in such form and
in such manner and at such time as the Committee shall specify. If
an employee shall become ineligible to have Tax-Efficient Savings
Contributions made to the Plan, his or her Tax-Efficient Savings
election shall terminate forthwith. If the Tax-Efficient Savings
election of an employee shall terminate for any reason, the
employee thereafter may, subject to the eligibility provisions of
the Plan, resume the making of Tax-Efficient Savings Contributions
to the Plan, as of the first day of any pay period by giving notice
in such form and in such manner and at such time as the Committee
shall specify.
The Company
shall contribute to the Plan each pay period, out of current or
accumulated earnings and profits, an amount equal to the aggregate
of the amounts of Tax-Efficient Savings Contributions to be
contributed by the Company on behalf of employees pursuant to such
employees’ elections under Tax- Efficient Savings agreements
with respect to such pay period.
2. Catch-Up
Contributions
For Plan Years
commencing December 31, 2001 and thereafter, all members who are
eligible to make Tax-Efficient Savings Contributions and who have
attained age 50 before the close of the Plan Year shall be eligible
to make Catch-Up Contributions in accordance with, and subject to
the limitations of Section 414(v) of the Code. Such Catch-Up
Contributions shall not be taken into account for purposes of the
provisions of the Plan implementing the required limitations of
Section 402(g) and 415 of the Code. The Plan shall not be treated
as failing to satisfy the provisions of the Plan implementing the
requirements of Section 401(k)(3), 401(k)(11), 401(k) (12), 410(b)
or 416 of the Code, as applicable, by reason of the making of such
Catch-Up Contributions. Each eligible employee, by delivering
notice in such form and in such manner and at such time as the
Committee shall specify, may elect to have Company contributions
allocated on his or her behalf as Catch-Up Contributions for each
pay period not in excess of fifty (50) percent of his or her wage
for such pay period designated in whole percentage amount of
wage.
The rate of
Catch-Up Contributions with respect to wages authorized by the
employee may be decreased, increased or stopped by him or her by
delivering notice of such change in such form and in such manner
and at such time as the Committee shall specify. If the Catch-Up
Contribution election of an employee shall terminate for any
reasons, the employee thereafter may, subject to the eligibility
provisions of the Plan, resume the making of Catch-Up Contributions
to the Plan.
Exhibit 4.1
3. After-Tax
Savings Contributions
Beginning
January 1, 2000, or as soon as practicable thereafter, in lieu of
all or part of the contributions an employee may authorize in
accordance with Subparagraph 1 of Paragraph IV, an employee may
elect in the manner prescribed by the Committee to contribute an
equivalent amount to the Plan on an after-tax basis. Such
contributions shall be allocated to the employee’s After-Tax
Savings Account.
The Committee
may require employees of a Participating Company who elect to make
After-Tax Savings Contributions to the Plan to contribute by
payroll deductions or by such other method as the Committee may
designate. If the Committee shall designate a method other than
payroll deductions, the Committee shall adopt rules applying, as
nearly as practicable, the provisions of this Paragraph IV relating
to payroll deductions to such method of making After-Tax Savings
Contributions.
4. Limitation
on Contributions
(a)
Definitions. As hereinafter used in this Paragraph IV:
‘‘Average Tax-Efficient Savings
Contribution percentage’’ means the average of the
Tax-Efficient Savings Contribution percentages of the eligible
employees in a group.
‘‘Tax-Efficient Savings Contribution
percentage’’ means the ratio (expressed as a
percentage) of Tax-Efficient Savings Contributions under the Plan
on behalf of the eligible employee for the year to the eligible
employee’s compensation for the year.
‘‘Compensation’’ for this purpose means
compensation paid by the Company to the employee during the year
which is required to be reported as wages on the employee’s
Form W-2, plus Tax-Efficient Savings Contributions. The
determination of the Tax-Efficient Savings Contribution percentage
and the treatment of Tax-Efficient Savings Contributions shall
satisfy such other requirements as may be prescribed by the
Secretary of the Treasury pursuant to the Internal Revenue
Code.
The
Tax-Efficient Savings Contribution percentage for any eligible
employee who is a highly compensated employee for the year and who
is eligible to have Tax-Efficient Savings Contributions allocated
to his or her account under two or more plans described in Section
40l(a) of the Internal Revenue Code or arrangements described in
Section 40l(k) of the Internal Revenue Code that are maintained by
the Company or an Affiliate shall be determined as if all such
contributions were made under a single plan.
“Average
After-Tax Contribution percentage” means the average of the
After-Tax Savings Contribution percentages of the eligible
employees in a group.
“After-Tax Contribution percentage”
means the ratio (expressed as a percentage) of After-Tax Savings
Contributions under the Plan on behalf of the eligible employee for
the year to the eligible employee’s compensation for the
year. “Compensation” for this purpose means
compensation paid by the Company to the employee during the year
which is required to be reported as wages on the employee’s
Form W-2, plus Tax-Efficient Savings Contributions. The
determination of the After-Tax Contribution percentage and the
treatment of After-Tax Savings Contributions shall satisfy such
other requirements as may be prescribed by the Secretary of the
Treasury pursuant to the Internal Revenue Code. The After-Tax
Contribution Percentage for any eligible employee who is a highly
compensated employee for the year and who is eligible to make
After-Tax Savings Contributions to his or her accounts under two or
more plans described in Section 401(a) of the Internal Revenue Code
or arrangements described in Section 401(m) of the Internal Revenue
Code that are maintained by the Company or an Affiliate shall be
determined as if all such contributions were made under a single
plan.
The term
‘‘highly compensated employee’’ includes
highly compensated active employees and highly compensated former
employees. A highly compensated active employee includes any
employee who performs service for the Company and who (i) was a 5
percent owner at any time during the look-back year or
determination year, which terms are defined below, or (ii) for the
look-back year, received compensation from the Company in excess of
$80,000 (as adjusted pursuant to the Internal Revenue
Code).
Exhibit 4.1
For this
purpose, the determination year shall be the Plan Year. The
look-back year shall be the twelve-month period immediately
preceding the determination year.
A highly
compensated former employee includes any employee who separated
from service (or was deemed to have separated) prior to the
determination year, performs no service for the Company during the
determination year, and was a highly compensated active employee
for either the separation year or any determination year ending on
or after the employee’s 55th birthday.
The
determination of who is a highly compensated employee, including
the determinations of the number and identity of employees in the
top-paid group, and the compensation that is considered, will be
made in accordance with Section 414(q) of the Internal Revenue Code
and the regulations thereunder. For this purpose, for the Plan Year
beginning in 1997, ‘‘compensation’’ shall
mean compensation within the meaning of Section 415(c)(3) of the
Internal Revenue Code determined without regard to Section
402(e)(3) and 402(h)(l)(B) of the Internal Revenue Code, and for
Plan Years beginning after January 1, 1998, shall mean compensation
as defined in Section 415(c)(3) of the Internal Revenue
Code. For limitation years beginning on and after
January 1, 2001, for purposes of applying the limitations described
in Article XXV of the Plan, compensation paid or made available
during such limitation years shall include
elective amounts that are not includible in the gross
income of the employee by reason of Section 132(f) (4) of the
Code.
(b) Limits on
Tax-Efficient Savings Contributions
The total
amount of Tax-Efficient Savings Contributions allowable under
Tax-Efficient Savings elections for any employee for any year
beginning on or after January l, l988 shall not exceed the lesser
of 1) prior to January 1, 2000, $7,000 multiplied by the
cost-of-living adjustment factor prescribed by the Secretary of the
Treasury under Section 4l5(d) of the Internal Revenue Code and
after January 1, 2000, the maximum allowed by Sections 401(a) (30)
and 402(g) of the Code as from time to time in effect or as
provided by any successor provisions; or 2) twenty (20) percent for
the period following the first pay period after January 1, 1997
through the first pay period after January 1, 1998, twenty-five
(25) percent through March 31, 2002, forty (40) percent from April
1, 2002 through the end of the pay period including March 31, 2004,
and fifty (50) percent following the first pay period after April
1, 2004 and thereafter of the employee’s wages for that year
plus 100 percent of the profit sharing distributions payable to the
employee during that year.
(c) Limitations
on Tax-Efficient Savings Contributions Applicable to Highly
Compensated Employees
For each
employee who is a highly compensated employee for the year the
total amount of Tax- Efficient Savings Contributions available
shall not exceed the percent of the employee’s wages and
profit sharing distributions for the year determined as follows.
There first shall be determined, under the following table, an
average allowable tax-efficient savings percentage, for the
eligible employees who are not highly compensated employees for the
year as a group.
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If the average
of the actual Tax-Efficient Savings Contribution percentages of
eligible employees who are not highly compensated employees for the
preceding Plan Year (or if the Company amends the Plan to elect the
Current Plan year) is*:
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The allowable
average Tax-Efficient Savings Contribution percentage for eligible
employees who are highly compensated employees shall not
exceed:
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2.0 times the
average of the actual tax-efficient savings percentages for
eligible employees who are not highly compensated
employees.
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Exhibit 4.1
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over 2% but not
more than 8%
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2.0 percentage
points added to the average of the actual tax-efficient sav-ings
percentages for eligible employees who are not highly compensated
employees.
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1.25 times the
average of the tax-efficient savings percentages for eligible
employees who are not highly compensated employees or, in any case,
such lesser amount as the Secretary of the Treasury shall prescribe
to prevent the multiple use of parts (a) and (b) of this limitation
with respect to any highly com-pensated
employee. Notwith-standing the above, the multiple use
test described in Treasury Regulations Section 1.401(m)-2 shall not
apply for Plan Years beginning after December 31, 2001.
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*Effective for
Plan Years beginning after December 31, 2004, the Plan was amended
to elect the current Plan Year.
(d) Limitations
on After-Tax Savings Contributions Applicable to Highly Compensated
Employees
The After-Tax
Contribution percentage of any eligible employee who is a highly
compensated employee for the year shall be limited to the extent
required under the following tables:
After-Tax
Contribution Percentage Limitation
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If the average
of the After-Tax Contribution percentage of eligible employees who
are not highly compensated employees for the preceding Plan Year
(or if the Company amends the Plan to elect the current Plan Year)
is*:
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The allowable
average After-Tax Contribution percentage for the current Plan Year
for eligible employees who are highly compensated employees shall
not exceed:
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2.0 times the
average of the actual After-Tax Contribution percentages for
eligible employees who are not highly compensated
employees.
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over 2% but not
more than 8%
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2.0 percentage
points added to the average of the actual After-Tax Contribution
percentage for eligible employees who are not highly compensated
employees
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Exhibit 4.1
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1.25 multiplied
by the average After-Tax Contribution percentage for eligible
employees who are not highly compensated employees or, in any case,
such lesser amount as the Secretary of the Treasury shall prescribe
to prevent the multiple use of parts (a) and (b) of this limitation
with respect to any highly compensated
employee. Notwithstanding the above, the multiple use
test described in Treasury Regulation Section 1.401(m)-2 shall not
apply for Plan Years beginning after December 31, 2001.
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*Effective for
Plan Years beginning after December 31, 2004, the Plan was amended
to elect the current Plan Year.
(e) Committee
Actions to Limit Contributions
The Committee
shall, to the extent necessary to conform to the foregoing
limitations, reduce the amounts of allowable After-Tax Savings
Contributions and Tax Efficient Savings Contributions,
respectively, for the year with respect to any or all eligible
employees who are highly compensated employees. Any such reductions
by the Committee shall be made in such manner as the Committee from
time to time may prescribe. For purposes of this section, the Plan
shall satisfy the requirements of Sections 401(k)(3) and 401(m) of
the Code and Treas. Reg. Sections 1.401(k)1(b) and
1.401(m)-1.
5. Return of
Contributions in Excess of Limitations
Subject to such
regulations as the Committee from time to time may prescribe, a
member whose Tax-Efficient Savings Contributions to this Plan and
similar contributions to all other plans in which the member is a
participant exceed the limit of $7,000 multiplied by the
cost-of-living adjustment factor prescribed by the Secretary of the
Treasury for any year may request and receive return of such excess
Tax-Efficient Savings Contributions to this Plan for such year and
earnings thereon by submitting a request for return of such excess
in this Plan to the Committee in such form as shall be acceptable
to the Committee. Such amounts shall be returned to such member no
later than April l5, l989, and each April l5 thereafter, to members
who submit such requests to the Committee no later than the
immediately preceding March l.
Tax-Efficient
Savings Contributions and earnings thereon in excess of the
limitations in this Paragraph IV applicable to such contributions
by employees shall be returned to members on whose behalf such
contributions were made for the preceding Plan Year at such times
and upon such terms as the Committee shall prescribe. Income on
excess contributions shall be allocated in the same manner that
income is allocated to members’ accounts during the plan
year, and such method will be used consistently for all affected
members. Notwithstanding the foregoing provisions of this
paragraph, for years beginning after December 31, 1996 excess
Tax-Efficient Savings Contributions and earnings thereon shall be
returned on the basis of the amount of contributions by or on
behalf of members as provided in Sections 401(k)(8)(c) of the
Code.
6. Rollover
Contributions
A newly-hired
employee of a Participating Company who elects membership in the
Plan in accordance with Paragraph III may make a rollover
contribution, as permitted under Section 402(a)(5) of the Internal
Revenue Code, to the Plan in cash in an amount not exceeding the
total amount of taxable proceeds distributed to such employee by a
similar qualified plan maintained by his or her immediately
preceding former employer. The rollover contribution must be made
by the employee within 60 days following the receipt by the
employee of such distribution from such former employer’s
plan. Rollover contributions shall be invested in accordance with
the provisions of Paragraph VII as the employee shall
elect.
Exhibit 4.1
Effective
January 1, 2002, the Plan will accept the following types of
rollover contributions:
(a) Direct
Rollovers of eligible rollover distributions from a qualified plan
described in Sections 401(a) or 403(a) of the Code, including
after-tax employee contributions; an annuity contract described in
Section 403(b) of the Code, excluding after-tax employee
contributions; and an eligible plan under Section 457(b) of the
Code which is maintained by a state, political subdivision of a
state or any agency or instrumentality of a state or political
subdivision of a state.
(b) Member
Rollover Contributions of an eligible rollover distribution from a
qualified plan described in Sections 401(a) or 403(a) of the Code;
an annuity contract described in Section 403(b) of the Code; and an
eligible plan under Section 457(b) of the Code which is maintained
by a state, political subdivision of a state, or agency or
instrumentality of a state or political subdivision of a
state.
(c) Member
Rollover Contributions of the portion of a distribution from an
individual retirement account or annuity described in Sections
408(a) or 408(b) of the Code that is eligible to be rolled over and
would otherwise be includible in gross income.
7.
Contributions Following Service in a Uniformed Service
A member of the
Plan who is reinstated following qualified military service, as
defined in the Uniformed Services Employment and Reemployment
Rights Act, may elect to have contributions made to the Plan from
such member’s wages paid following such qualified military
service that shall be attributable to the period contributions were
not otherwise permitted due to military service. Such additional
contributions shall be based on the amount of wages and profit
sharing that the member would have received but for military
service and shall be subject to the provisions of the Plan in
effect during the applicable period of military service. Such
contributions shall be made during the period beginning upon
reemployment following military service and ending at the lesser of
(i) five years or (ii) the member’s period of military
service multiplied by three. Such additional contributions shall
not be taken into account in the year in which they are made for
purposes of any limitation or requirement identified in Section
414(u)(1) of the Internal Revenue Code provided, however, that such
contributions, when added to contributions previously made, shall
not exceed the applicable limits in effect during the period of
military service if the member had continued to be employed by the
Company during such period. Further, payments on any loan or loans
outstanding during the period of military service shall be extended
for a period of time equal to the period of qualified military
service.
8. Recovery of
Contributions
The Company may
recover, without interest, the amount of its contributions made on
account of a mistake in fact, provided that such recovery is made
within one year after the date of such contribution. Any recovery
by the Company of its contributions to the Plan shall not exceed
the value at the time of recovery of assets acquired with the
Company’s contributions and earnings thereon.
In the event
the deduction of the contribution made by the Company is disallowed
under Section 404 of the Internal Revenue Code, such contribution
(to the extent disallowed) must be returned to the Company within
one year of the disallowance of the deduction.
V.
Member’s Account in Trust Fund
As soon as
practicable after each pay period but in any event not later than
15 days after the month of payment of wages for such pay period,
the Company shall pay to the Trustee (a) the Tax-Efficient Savings,
After-Tax Savings and Catch-Up Contributions for such period, and
(b) the amounts of payments by members with respect to loans and
interest thereon pursuant to Paragraph XI hereof. Upon receipt of
such payments by the Trustee, the aggregate amount of such payments
(and earnings thereon, as from time to time received by the
Trustee) shall be credited to the respective accounts of the
members, and the Trustee shall hold, invest and dispose of the same
as provided in the Plan.
Exhibit 4.1
The corpus or
income of the trust may not be diverted to or used for any purpose
other than the exclusive benefit of the members or their
beneficiaries.
VI.
Vesting
The assets
credited to a member’s account shall be fully vested and no
portion of such account shall be subject to forfeiture for any
reason whatsoever.
VII.
Member’s Election as to Investment of Funds
Tax-Efficient
Savings (including Catch-Up Contributions) and After-Tax Savings
Contributions made on behalf of a member shall be invested as the
member shall elect in one or more of the Ford Stock Fund, the
Common Stock Index Fund, the Bond Index Fund, the Interest Income
Fund, and any of the Additional Mutual Funds and Non-Mutual Funds
listed in Appendix A, provided that the amount contributed to any
investment election shall be at least five percent of the amount
contributed; contributions in excess of five percent shall be made
in increments of one percent.
A complete
description of each of the Additional Mutual Funds listed in
Appendix A is provided in the prospectus for each Fund. Members
should request and read the prospectus prior to making a decision
regarding investing in a particular fund. A prospectus will be
delivered promptly to any employee upon request.
The Investment
Process Committee may, in its discretion, make recommendations to
the Investment Process Oversight Committee for approval of:
additions to, deletions from or replacements for any of the
Additional Mutual Funds and Non-Mutual Funds listed in Appendix A,
as described in Article XX.
A
Member’s investment election hereunder shall be confirmed on
his or her Confirmation Statement. Each investment election
hereunder with respect to wages shall remain in effect until
changed by the Member, and may be changed effective for any pay
period in respect of Tax-Efficient Savings and After-Tax Savings
Contributions made thereafter by delivering a notice in such form
and in such manner and at such time as the Committee shall specify.
Profit sharing distributions that Members elect to have contributed
to the Plan shall be invested in accordance with a Member’s
election in effect with respect to weekly wages at the time profit
sharing distributions are contributed to the Plan or, if the Member
does not have in effect such an election with respect to weekly
wages, in accordance with the Member’s latest election or, in
the absence of any such election, in the Interest Income
Fund.
VIII.
Transfer of Assets to Other Investment Elections
Any member may
elect, at such times, in such manner, to such extent and with
respect to such assets as the Committee from time to time may
determine, to have the value of all or part of the assets invested
in any investment election under the Plan in such member’s
account transferred by being invested in such account in such other
of the ways in which After-Tax Savings Contributions and
Tax-Efficient Savings Contributions (including Catch-Up
Contributions) may be invested pursuant to this Paragraph VIII as
the member shall elect; provided, however, that:
(a) a member
may make one (1) or more such transfer elections each business
day;
(b) a member
may make such transfer elections in either a dollar amount,
share/unit or a percentage of the amount invested in such
investment election from which such transfer is elected, in
increments of one percent, provided that the amount transferred is
at least the greater of five percent of the value of the assets in
the investment election from which transfer is elected or $250.00,
or, if the amount invested in the investment election from which
transfer is elected is less than $250.00, the entire value of the
assets invested in the investment election from which transfer is
elected; and
(c) all such
transfer elections shall be subject to such other regulations as
the Committee may prescribe, which may specify, among other things,
application procedures, minimum and maximum amounts that may be
transferred, procedures for determining the value of assets, the
subject of a transfer election and other matters which may include
conditions or restrictions applicable to transfer
elections.
Exhibit 4.1
IX.
Investment of Dividends, Interest, Etc.
Cash dividends,
interest, and the cash proceeds of any other distribution in
respect of any investment funds available under this Plan, shall be
invested in the respective Funds giving rise to the same; except
that, commencing with respect to Company stock with the dividend
payable in the third quarter of 1996, all or a portion of cash
dividends paid on Company stock held in the Ford Stock Fund that
have not been in the Plan continuously since January 1, 1989 shall
be distributed in accordance with the provisions of Paragraph X to
members who have elected to invest in the Ford Stock Fund unless
such members elect not to receive such dividends. Cash dividends on
Company stock in the Ford Stock Fund that are not distributed to
members shall be invested on behalf of the members entitled thereto
in the Ford Stock Fund through the purchase of additional Ford
Stock Fund Units.
X.
Distribution of Assets
Distribution of
all assets in a Member’s account shall be governed by the
following provisions:
1. Termination
of Employment
In the case of
a Member’s termination of employment for any reason (whether
voluntary or by discharge, with or without cause), the cash value
of assets in his or her account shall be delivered to the Member as
soon as practicable after the earliest of the following:
(i) Receipt of
a request for distribution made by the Member at or after
termination of employment in accordance with the provisions of
Paragraph XII,
(ii) In the
case of a Member who has terminated employment, attained age
sixty-five (65), and requested a distribution of the cash value of
the assets in his or her account, provided that the request for
distribution is received by the end of the Plan Year in which the
Member attains age sixty-five (65), the distribution shall be made
no later than the 60th day after the close of the Plan Year in
which such Member attains age sixty-five (65),
(iii)Attainment
of age seventy and one half (70-1/2) on or after January 1, 1988 in
which event distribution of the cash value of assets in his or her
account shall begin not later than April 1 of the calendar year
following the calendar year in which the Member attains age seventy
and one half (70-1/2) and shall be made over a period of fifteen
(15) years or, if the Member so elects, over the life of the Member
or the lives of the Member and the Member’s beneficiary under
the Plan (including the Member’s spouse) in accordance with
Section 401(a) (9) of the Internal Revenue Code and with
regulations prescribed by the Secretary of the Treasury thereunder
and subject to such regulations as the Committee may
prescribe.
Distributions
for calendar years 2001 and 2002 will be made in accordance with
Section 401(a) (9) 2001 Proposed Regulations, including the
incidental death benefit requirements of the Code Section 401(a)
(9) (G).
Effective
January 1, 2003, all distributions made with respect to a Member
who has attained age 70 1/2 shall be made in accordance with the
regulations prescribed by the Secretary of the Treasury under
Section 401(a) (9) Final and Temporary Regulations of the Code,
including the minimum distribution incidental death benefit
requirements of Code Section 401(a) (9)(G), and subject to such
regulations as the Committee may prescribe. The distribution
provisions under Section 401(a) (9) Final and Temporary Regulations
override any inconsistent distribution options in the Plan included
herein. Notwithstanding the immediately preceding sentence, a
Member may at anytime elect a distribution under Article XII of the
Plan.
(a) Required
Beginning Date. The Member’s entire interest will be
distributed, or begin to be distributed to the Member no later than
the member’s Required Beginning Date as defined in Subsection
3(b).
(b) Amount of
Required Minimum Distribution for Each Distribution Calendar Year.
During the Member’s lifetime, the minimum amount that will be
distributed for each distribution calendar year (as defined in
Subsection 3(b)) is the lesser of:
Exhibit 4.1
(i) the
quotient obtained by dividing the Member’s account balance by
the distribution period in the Uniform Lifetime Table set forth in
Section 1.401(a) (9)-9 of the Treasury Regulations, using the
Member’s age as of the Member’s birthday in the
Distribution Calendar Year; or
(ii) if the
Member’s sole designated beneficiary for the distribution
calendar year is the member’s spouse, the quotient obtained
by dividing the Member’s account balance by the number in the
Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of
the Treasury Regulations, using the Member’s and
spouse’s attained ages as of the Member’s and
spouse’s birthdays in the Distribution Calendar
Year.
(c) Lifetime
Required Minimum Distributions Continue Through Year of
Member’s Death. Required minimum distributions will be
determined under this subsection beginning with the first
Distribution Calendar Year and up to and including the Distribution
Calendar Year that includes the Member’s date of
death.
(iv)Prior to
January 1, 2008, for accounts established on or after October 1,
1995, at termination of employment if the value of the account is
less than $3,500 (determined within 90 days after termination) and
was less than $3,500 on the effective date of any prior withdrawal
or distribution from such member’s account.
Effective
January 1, 2008, after termination of employment if the value of
the account is less than $3,500 (determined within 90 days after
termination) without regard to when the account was established or
the value of the account on the effective date of any prior
withdrawal or distribution.
Effective
January 1, 2004, rollover amounts will not be considered when
determining this involuntary distribution. Effective for
distributions paid pursuant to this paragraph on or after March 28,
2005 that are in excess of $1,000, if the Member does not elect to
have such distribution paid directly to an eligible retirement plan
specified by the Member in a direct rollover or to receive the
distribution directly, then the Plan will pay the distribution in a
direct rollover to an individual retirement plan designated under
the authority provided for in Sections XX and XXI of the
Plan.
2. Dividends on
Company stock in the Ford Stock Fund
All or a
portion of cash dividends paid on shares of Company stock in the
Ford Stock Fund that have not been in the Plan continuously since
January 1, 1989 shall be distributed proportionately to Members who
have assets in the Ford Stock Fund on the dividend record date and
do not reject such distribution.
The amount of
such dividends that shall be distributed to Members who do not
reject distribution shall equal the lesser of (i) the total of such
dividends, or (ii) the total amount of dividends paid on all shares
held in the Ford Stock Fund multiplied by the ratio of the number
of Ford Stock Fund units in the accounts of Members who do not
reject such distribution to the number of Ford Stock Fund units in
the accounts of all Members, such determination to be made as of
the dividend record date. The amount of such dividends that shall
be distributed to each Member who has not rejected such
distribution shall be equal to the total amount of dividends to be
distributed multiplied by the ratio of the number of Ford Stock
Fund units in the account of such Member to the total number of
Ford Stock Fund units in the accounts of all Members who have not
rejected such distribution, all determined as of the end of each
business day that is a trading day of the New York Stock
Exchange.
For dividends
paid after January 1, 2002, Members shall have the right to receive
such dividends from the Plan. It shall be presumed that such
dividends will be reinvested in the Plan unless the Member elects
otherwise.
The committee
shall from time to time determine the manner in which Members shall
be provided an opportunity to reject distribution of Company stock
dividends or to change a prior election with respect to
distribution. Distribution of such dividends shall be made as soon
as practicable after receipt of such dividends by the
Trustee.
A Member to
whom such dividends would otherwise be distributed may reject such
distribution in such manner and at such time as the Committee shall
determine.
Exhibit 4.1
3. Death of a
Member
In the event of
death of a member, distribution shall be made to such
Member’s beneficiaries hereunder as soon as practicable after
notice of such Member’s death is received by the
Company.
Notwithstanding
the provisions of the immediately preceding sentence, effective
January 1, 2000, or as soon as is administratively feasible
thereafter, (a) if a Member’s beneficiary is the
member’s surviving spouse, if the member has elected a
distribution schedule which had commenced by the Member’s
date of death, the Member’s account shall continue to be paid
to the surviving spouse pursuant to such schedule or, at the
spouse’s election at any time, in a lump sum, and (b) if
distribution of the Member’s account has not commenced as of
the member’s date of death, the surviving spouse shall, for
purposes of the distribution requirements and options under the
Plan, be deemed a Member; except that the surviving spouse shall be
deemed to attain age seventy and one-half (70-1/2) on the date the
Member would have attained such age.
Effective
January 1, 2003, all distributions made in the event of the death
of a member shall be made in accordance with the regulations
prescribed by the Secretary of the Treasury under Section 401(a)
(9) Final and Temporary Regulations of the Code included herein,
and subject to such regulations as the Committee may prescribe. The
distribution provisions under Section 401(a) (9) Final and
Temporary Regulations override any inconsistent distribution
options in the Plan included herein.
(a) Time and
Manner of Distribution in the event of the death of a Member before
distributions begin. If the Member dies before distributions begin,
the cash value of the Member’s account will be distributed,
or begin to be distributed, no later than as follows:
(i) If the
Member’s surviving spouse is the sole designated beneficiary,
then, except as provided in this Section, distributions to the
surviving spouse will begin by December 31 of the calendar year
immediately following the calendar year in which the member died,
or by December 31 of the calendar year in which the member would
have attained age 701/2, if later.
(ii) If the
Member’s surviving spouse is not the Member’s sole
designated beneficiary, the cash value of the member’s
account balance will be distributed to the designated beneficiary
by December 31 of the calendar year containing the fifth (5th)
anniversary of the member’s death.
(iii) If there
is no designated beneficiary as of September 30 of the year
following the year of the member’s death, the cash value of
the Member’s account balance will be distributed to the
member’s estate by December 31 of the calendar year
containing the fifth (5th) anniversary of the member’s
death.
(iv) If the
Member’s surviving spouse is the member’s sole
designated beneficiary and the surviving spouse dies after the
Member but before distributions to the surviving spouse begin, the
cash value of the Member’s account balance will be made to
the surviving spouse’s estate.
(b)
Definitions: For purposes of this Section, the following terms
shall have the following meanings:
(i) Designated
beneficiary. The individual who is designated as the beneficiary
under Section XXIV of the Plan and is the designated beneficiary
under Section 401(a) (9) of the Internal Revenue Code and Section
1.401(a) (9)-1, Q&A-4, of Treasury regulations.
(ii)
Distribution Calendar year. A calendar year for which a minimum
distribution is required. For distributions beginning before the
member’s death, the first Distribution Calendar Year is the
calendar year immediately preceding the calendar year which
contains the member’s Required Beginning Date. For
distributions beginning after the member’s death, the first
Distribution Calendar Year is the calendar year in which
distributions are required to begin under this Section of the Plan.
The required minimum distribution for the member’s first
Distribution Calendar Year will be made on or before the
member’s Required Beginning Date. The required minimum
distribution for other Distribution Calendar Years, including the
required minimum distribution for the Distribution Calendar Year in
which the member’s Required Beginning Date occurs, will be
made on or before December 31 of that Distribution Calendar
Year.
(iii) Life
expectancy. Life expectancy is computed by use of the Single Life
Table in Section 1.401(a)(9)-9 of the Treasury
Regulations.
Exhibit 4.1
(iv)
Member’s Account Balance. The account balance as of the last
valuation date in the calendar year immediately preceding the
Distribution Calendar Year (valuation calendar year) increased by
the amount of any contributions made and allocated or forfeitures
allocated to the account balance as of dates in the valuation
calendar year after the valuation date and decreased by
distributions made in the valuation calendar year after the
valuation date. The account balance for the valuation calendar year
includes any amounts rolled over or transferred to the Plan either
in the valuation calendar year or in the Distribution Calendar Year
if distributed or transferred in the valuation calendar
year.
(v) Required
Beginning Date. April 1 of the calendar year following the later
of: (a) the calendar year in which the employee attains age 701/2
or (b) the calendar year in which the employee retires, except as
provided in Section 409(d) of the Code, in the case of an employee
who is a 5-percent owner (as defined in Section 416) with respect
to the Plan Year ending in the calendar year in which the employee
attains age 701/2.
4.
Miscellaneous
For purposes of
any distribution of assets in a member’s account pursuant to
this Paragraph X, the cash value of assets in his or her account
shall be reduced by the balance of any loan made to such Member as
provided in Paragraph XI hereof and interest thereon that is unpaid
at the effective date of such distribution.
Subject to the
provisions of Paragraph XVII hereof, and subject to such
regulations as the Committee from time to time may prescribe, a
member receiving a distribution pursuant to this Paragraph X may
direct the Trustee to make distribution of the cash value of assets
in such Member’s Ford Stock Fund account in the form of whole
shares of Company stock and cash for any fraction of a share, such
distribution to be at a price per share equal to the current market
value of Company stock on the effective date of the distribution.
The Member so directing the Trustee shall pay all applicable
transfer taxes incident to the distribution of such shares by the
Trustee, and the amount thereof may be deducted from the payment
made by the Trustee to the Member.
Assets held for
the benefit of an alternate payee pursuant to a qualified domestic
relations order as defined by Section 414(p) of the Internal
Revenue Code of 1986 and Section 206(d) of ERISA shall be
distributed prior to the date on which assets would be distributed
to a Member if such order so requires provided that such order
requires distribution of all assets held for the benefit of such
alternate payee.
In the event
that distribution to a Member or his or her beneficiary or
beneficiaries cannot be made because the identity or location of
such member or such beneficiary or beneficiaries cannot be
determined after reasonable efforts and if the assets in such
Member’s account for that reason remain undistributed for a
period of one year, the Committee may direct that the assets in
such Member’s account shall be forfeited and all liability
for the payment thereof shall terminate provided, however, that in
the event that the identity or location of the member or
beneficiary is subsequently determined, the value of the assets in
such Member’s account at the date of forfeiture shall be paid
by the Company to such person in a single sum. The value of the
assets so forfeited shall be applied, as soon as practicable, to
reimburse the Company for its expense in administering the Plan.
For such purposes, the value of the assets in such member’s
account shall be determined as of the date of the
forfeiture.
5.
Rollovers
A Member who
would otherwise receive a distribution may elect to have the
Trustee transfer directly to an Individual Retirement Account
(‘‘IRA’’) of the Member or to another
employer’s plan in which the Member is a participant all or
part of the assets included in the distribution, including Company
stock, except (i) a distribution required to be made to a Member
who has attained age seventy and one-half (70 1/2) to satisfy the
minimum distribution requirements of Section 401(a)(9) of the
Internal Revenue Code, (ii) the portion of the distribution that
constitutes a return of the Member’s after-tax contributions
that were transferred from the Tax Reduction Act Stock Ownership
Plan for Hourly Employees when that Plan was terminated in 1989,
(iii) effective for calendar years beginning January 1, 1999, an
eligible rollover distribution described in Code Section 402(c)
(4), which the participant can elect to roll over to another plan
pursuant to Code Section 401(a) (31), excludes hardship withdrawals
as defined in Code Section 401(k) (2) (B) (i) (IV), which are
attributable to the Member’s elective contributions under
Treasury Reg. Section 1.401(k)-1 (d) (2) (ii), or (iv) effective
January 1, 2002, any amount that is distributed on account of
hardship shall not be an eligible rollover distribution and the
distributee may not elect to have any portion of such a
distribution paid directly to an eligible retirement plan. Any
transfer shall be subject to such regulations as the Committee from
time to time may prescribe. The member shall designate the IRA or
other employer’s plan to which assets are to be transferred
and transfer shall be made subject to acceptance by the transferee
plan or IRA.
Exhibit 4.1
Effective
January 1, 2002:
(a)
Modification of definition of eligible retirement plan. For
purposes of the direct rollover provisions in Section IV of the
Plan, an eligible retirement plan shall also mean an annuity
contract described in Section 403(b) of the Code and an eligible
plan under Section 457(b) of the Code which is maintained by a
state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and
which agrees to separately account for amounts transferred into
such plan from this Plan. The definition of eligible retirement
plan shall also apply in the case of a distribution to surviving
spouse, or to a spouse or former spouse who is the alternate payee
under a qualified domestic relation order, as defined in Section
414(p) of the Code.
(b)
Modification of definition of eligible rollover distribution to
exclude hardship distributions. For purposes of the direct rollover
provisions in Section IV of the Plan, any amount that is
distributed on account of hardship shall not be an eligible
rollover distribution and the distributee may not elect to have any
portion of such a distribution paid directly to an eligible
retirement plan.
(c)
Modification of definition of eligible rollover distribution to
include after-tax employee contributions. For purposes of the
direct rollover provisions in Section IV of the Plan, a portion of
a distribution shall not fail to be an eligible rollover
distribution merely because the portion consists of after-tax
employee contributions which are not includible in gross income.
However, such portion may be transferred only to an individual
retirement account or annuity described in Section 408(a) or (b) of
the Code, or to a qualified defined contribution plan described in
Section 401(a) or 403(a) of the Code that agrees to separately
account for amounts so tr
